API Terms of Service

Welcome to the Scribd, Inc. (hereafter referred to as “Scribd”) content management and file download platform consisting of web sites, services, software applications and networks that allow for the authorized download and distribution of digital content over the internet (the “Scribd Platform”).

By CLICKING “I AGREE” OR downloading, implementing, or otherwise using the application programming interfaces for the Scribd Platform (the “Scribd APIs”), you acknowledge that you have read, understAND and agree to be bound by these Scribd APIs Terms of Use (the “API Terms”), including any future modifications. For Scribd’s policy on modification of THESE API TERMS and other terms on the Scribd Platform, please see our Terms of Use.

YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE ALL AUTHORITY NECESSARY TO BIND YOURSELF TO THESE API TERMS. If, at any time, you do not agree to these API Terms, then you ARE no longer granted a license to use the SCRIBD APIs, and must discontinue all uses of the Scribd APIs.

2. Eligibility

You hereby represent and warrant that you have all authority necessary to bind yourself to these API Terms.

IF YOU ARE USING THE SCRIBD APIS ON BEHALF OF A COMPANY, ENTITY, OR ORGANIZATION (COLLECTIVELY, A "SUBSCRIBING ORGANIZATION") THEN YOU REPRESENT AND WARRANT THAT YOU: (I) ARE AN AUTHORIZED REPRESENTATIVE OF THAT SUBSCRIBING ORGANIZATION WITH THE AUTHORITY TO BIND SUCH ORGANIZATION TO THESE API TERMS; (II) HAVE READ THE FOREGOING TERMS; (III) UNDERSTAND THESE API TERMS, AND (IV) AGREE TO THESE API TERMS ON BEHALF OF SUCH SUBSCRIBING ORGANIZATION.

3. Conditions of Use

These API Terms are incorporated into and are subject to the Scribd Terms of Use. Your use of the Scribd APIs and the Scribd Platform is subject at all times to these API Terms and the Terms of Use. For information regarding how Scribd collects, uses and discloses your personal information, please see the Scribd Privacy Policy.

4. API Use

The Scribd APIs allow you to create certain compatibility between an application, service or product created by you (“Your Application”) and the Scribd Platform.

Subject to the terms and conditions of these API Terms and during the term of these API Terms, you are hereby granted a limited, nonexclusive, non-sublicensable, freely revocable license to use the Scribd APIs solely for the purpose of creating compatibility between the Scribd Platform and Your Application. All rights not expressly granted to you herein are reserved by Scribd.

Scribd may at any time change the specifications of or restrict or limit access to the Scribd APIs, in Scribd’s sole discretion. You acknowledge and agree that Scribd may use any technological means to enforce these API Terms. Notwithstanding anything to the contrary, you hereby grant Scribd the right to crawl, test or otherwise monitor Your Applications for the purpose of verifying your compliance with these API Terms, and that you will not seek to block or otherwise interfere with such crawling or monitoring.

Representations and Warranties

You hereby represent and warrant that:

you will at all times comply with these API Terms as well as the Scribd Terms of Use, Privacy Policy, DMCA Guidelines and all other terms governing your use of the Scribd Platform or Scribd APIs;

you will not obtain access to the Scribd Platform without authorization;

Your Application shall be compliant with the Digital Millenium Copyright Act (DMCA) and other laws and regulations. Scribd offers the following link to DMCA resources for informational purposes only: http://www.chillingeffects.org/dmca512/faq.cgi. ThE FOREGOING LINK and OTHER INFORMATION CONTAINed IN THESE API TERMS ARE for your general information only. the FOREGOING LINK AND information contained IN THESE API TERMS is not legal advice of any kind.

Your Application and your use of the Scribd Platform and the Scribd APIs will not:

infringe, violate or misappropriate any third party's intellectual property rights or other proprietary rights or be misleading, deceptive or fraudulent

violate any laws, treaties, regulations or other governmental order

Your Applications shall not be designed for the purpose of facilitating the access, storage, distribution or other exploitation of copyrighted or proprietary content without the authorization of the content owner. Additionally, you shall make best efforts (including design considerations) to prevent the use of Your Application for the purpose of facilitating the access, storage, distribution or other exploitation of copyrighted or proprietary content without the authorization of the content owner. If you become aware of such use, you will promptly notify Scribd;

you shall implement and observe standards of privacy and confidentiality for the collection, use and sharing of any data related to any user of the Scribd Platform that are at least as stringent and user-favorable as the standards set forth in the Scribd Privacy Policy;

you shall not sell, resell, lease, redistribute, license, sublicense or transfer all or any portion of the Scribd Platform, Scribd APIs or the rights granted herein;

Your Applications shall not be designed or implemented in a way that, as determined by Scribd in its sole discretion, might mislead a user into believing that: (i) he or she is interacting directly with the Scribd Platform when interacting with Your Applications, or (ii) any of Your Applications were created by or are endorsed by Scribd;

you will not encourage or endorse users to post or upload material that infringes the copyright, proprietary or other rights of any third parties.

Further Restrictions

You agree you WILL:

require all users of Your Application to affirmatively agree to be bound by the Scribd Terms of Use and Privacy Policy;

provide Scribd with information (as requested by Scribd) sufficient to identify each user of Your Application who uploads User Content to the Scribd Platform through Your Application;

notify Scribd if any users of Your Application are “repeat infringers” as that term is defined in the Scribd Terms of Use;

comply with any other terms and conditions a user has attached to such user’s User Content (as defined in Section 6, below);

remove from Your Application any User Content or other information that the owner of such content (i.e., the holder of the copyright covering all or part such content) asks you to remove within 24 hours of such a notice of removal;

notify Scribd if you receive any complaint (including a copyright or other right holder) based on any content that is hosted by Scribd;

immediately remove from Your Application, any User Content: (a) if such User Content is removed from the Scribd Platform; (b) upon notice from Scribd; or (c) upon the termination of your use of the Scribd APIs;

take all reasonable steps to discourage end users’ uploading of User Content to the Scribd Platform that violates the Scribd Terms of Use;

in connection with your use of the Scribd APIs and the Scribd Platform, comply with all applicable local, state, national, and international laws and regulations, including, without limitation, copyright and other laws protecting proprietary rights (including the DMCA) and all applicable export control laws and regulations and country-specific economic sanctions implemented by the United States Office of Foreign Assets Control. For clarity, the foregoing does not limit your representations in Section 4, above;

obtain and maintain all licenses, permits and any other permissions necessary in connection with your use of the Scribd APIs or the Scribd Platform;

if Your Application involves payment or account information, comply with all rules and regulations of any applicable payment network or association; and

provide any information and/or other materials related to Your Applications reasonably requested by Scribd from time to time to verify your compliance with these API Terms.

You agree you WILL NOT:

cache or store passwords of Scribd users using your application;

infringe, violate or misappropriate any third party's intellectual property rights or other proprietary rights either through your own conduct or through the conduct of your users (i) of which you are aware or reasonably should be aware; and (ii) do not take reasonable steps to prevent;

engage in any activity that is fraudulent or otherwise illegal or promotes illegal activities, including without limitation engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for misleading purposes;

engage in any activity that is malicious or harmful to any person or entity, including in an activity that may be libelous or defamatory, or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age;

engage in spamming or other advertising or marketing activities that violate any applicable laws, regulations or generally-accepted advertising industry guidelines;

request, collect, solicit or otherwise obtain access to usernames, passwords or other authentication credentials from any users of the Scribd Platform, or to proxy authentication credentials for any users of the Scribd Platform for the purposes of automating logins to the Scribd Platform;

interfere or attempt to interfere in any manner with the functionality or proper working of the Scribd APIs or the Scribd Platform, or, in each case, any portion or feature thereof;

impose or purport to impose any obligation on any person, or grant or purport to grant any right, power or authority to yourself or any other person, that would be inconsistent with these API Terms, and you agree that any such obligation, right, power or authority purportedly imposed or granted shall be null and void;

remove, obscure, or alter any notice of patent, copyright, trademark or other proprietary right appearing on the User Content, Scribd APIs or Scribd Platform;

use the Scribd APIs for the purposes of developing a product that will be owned by a third party, that would compete with Scribd’s products or services, or that replicates or attempts to replace the essential user experience of the Scribd Platform

copy, distribute, reproduce, sell, use or allow access to the Scribd APIs except as explicitly permitted under these API Terms;

modify, translate, adapt, or prepare derivative works from the Scribd API except as explicitly permitted under these API Terms or under applicable law;

attempt to conceal your identity or Your Application's identity when requesting authorization to use Scribd APIs;

use an unreasonable amount of bandwidth, storage or processing power as determined by Scribd in its sole discretion;

use Scribd APIs for any application that constitutes, promotes or is used in connection with spyware, adware, other malicious programs or code;

use Scribd APIs in a manner that adversely impacts the stability of Scribd’s servers or the Scribd Platform or adversely impacts the behavior of other applications using the Scribd APIs, in Scribd’s sole determination; or

Use the Scribd APIs for the purpose of collecting personally identifiable information of any end user without such end user’s permission.

5. Ownership

Scribd owns all right, title and interest in the Scribd APIs. The Scribd APIs are protected by United States copyright laws and international treaty provisions. All rights not expressly granted hereunder are reserved by Scribd. Except for the limited licenses expressly granted herein, these API Terms grant you no right, title, or interest in any intellectual property owned or licensed by Scribd, including (but not limited to) the Scribd APIs and Scribd trademarks. Additionally, “User Content” (image, music, html and any other files uploaded or posted to the Scribd Platform by users) is owned by users of the Scribd Platform or other third parties, and not by Scribd. Nothing in these API Terms grant you any right, title, or interest to such User Content. Any rights granted hereunder are granted solely to you and not, by implication or otherwise, to any parent, subsidiary, or affiliate of you.

As between you and Scribd, you own Your Applications (subject to Scribd’s underlying rights in the Scribd Platform and the Scribd APIs).

6. Attribution

Apart from providing attribution as expressly described in this Section 7, you shall not use the name “Scribd” or “Nowigo” in any way, including, but not limited to, in the hostname of your application (i.e. scribd.domain.com). You shall not use the Scribd logo or Scribd marks without prior express written permission from Scribd, and then, only under the terms and conditions under which Scribd provided such prior express written permission.

7. Termination

Your license to the Scribd APIs under these API Terms continues until terminated by yourself or Scribd. You may terminate the license by discontinuing use of the Scribd APIs. Scribd may terminate the license to the Scribd APIs without liability at any time for any reason, with or without notice. Additionally, your rights to use the Scribd APIs will terminate immediately if you violate any of the terms and conditions herein. Upon expiration or termination of the license granted herein, you will discontinue any and all use of the Scribd APIs.

8. Third Party Content

You acknowledge that Scribd does not manage or control the User Content that you or other users of the Scribd Platform access, store, or distribute through the Scribd APIs, and Scribd accepts no responsibility or liability for that information regardless of whether such User Content is transmitted to or by you in breach of these API Terms. Scribd makes no warranty with respect to such User Content you may access, store or distribute through the Scribd APIs. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Scribd with respect to User Content that you choose to access, store or distribute, through the Scribd APIs.

9. Support

Scribd may elect to provide you with support or modifications for the Scribd APIs (collectively, "Support"), in its sole discretion, and may terminate such Support at any time without notice to you. Scribd may change, suspend, or discontinue any aspect of the Scribd APIs at any time, including the availability of any Scribd APIs. Scribd may also impose limits on certain features and services or restrict your access to parts or all of the Scribd APIs or the Scribd Platform without notice or liability.

10 Fees; Taxes

Scribd reserves the right to charge a fee for using the Scribd APIs or Scribd Platform without notice in its sole discretion. You do not have an obligation to continue using the Scribd APIs or Scribd Platform should Scribd exercise its right to charge a fee. You are responsible for paying any governmental taxes imposed on your use of the Scribd Platform or Scribd APIs, including, but not limited to, sales, use or value-added taxes. To the extent Scribd is obligated to collect such taxes, the applicable tax will added to any fees Scribd may charge.

11. Release and waiver

You hereby release, waive and covenant not to sue or pursue any claim against Scribd (and Scribd's officers, directors, agents, subsidiaries, joint ventures and employees) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected to: (i) Your Application or any intellectual property you develop that is based on, uses, or relates to the Scribd Platform or Scribd APIs; and (ii) which otherwise may arise in connection with your use of, reliance on, or reference to the User Content, Scribd Platform or Scribd APIs. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." You understand that any fact relating to any matter covered by this release may be found to be other than now believed to be true and you accept and assume the risk of such possible differences in fact. In addition, you expressly waive and relinquish any and all rights and benefits which you may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.

12. Laws

in connection with your use of the Scribd APIs and the Scribd Platform, comply with all applicable local, state, national, and international laws and regulations, including, without limitation, copyright and other laws protecting proprietary rights (including the DMCA) and all applicable country-specific economic sanctions implemented by the United States Office of Foreign Assets Control. For clarity, the foregoing does not limit your representations in Section 4, above;

13. Export control laws

in connection with your use of the Scribd APIs and the Scribd Platform, comply with all applicable export control laws, regulations, and restrictions of the United States and applicable sovereign agency or authority, including without limitation to State Department’s International Traffic in Arms Regulations (http://www.pmddtc.state.gov/regulations_laws/itar.html ) and the Commerce Department’s Export Administration Regulations (http://www.bis.doc.gov/policiesandregulations/index.htm#ear). As these laws prohibit the release or access of technical data controlled under the ITAR to foreign persons, you are prohibited from posting any ITAR-controlled technical data and other applicable information, including any official Department of Defense documents, on Scribd.com that have not been authorized for public release by the appropriate Government agency. It is your responsibility to ensure that you comply with these laws and do not post any item on Scribd.com that is not authorized for public release under the applicable laws, regulations and restrictions. Your rights under these Terms are contingent on Your compliance with this provision.

14. Indemnification

In addition to the indemnification provisions in the Scribd Terms of Use, you hereby agree to indemnify and hold harmless Scribd, its customers and users, all third-party advertisers, technology providers and service providers, and each of their respective employees, directors and representatives, from any liability, loss or claim arising out of or relating to: (i) these API Terms; (ii) your use of or interaction with the Scribd Platform and Scribd APIs, (iii) Your Application, (iv) your violation of any law, treaty, regulation or other governmental order, or (v) your violation of the proprietary or other rights of third parties. Scribd reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Scribd, and You agree to cooperate with Scribd's defense of these claims. Scribd will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.

15. Disclaimer; Limitation of Liability

The following terms are in addition to the disclaimer and limitation of liability in the Terms of Use.

Scribd does not warrant that the data, User Content or any other information offered on or through the Scribd Platform or Scribd APIs will be uninterrupted, or free of errors, viruses or other harmful components and does not warrant that any of the foregoing shall be corrected. Scribd is not responsible for the conduct of any user of the Scribd Platform or Scribd APIs.

THE SCRIBD PLATFORM AND SCRIBD APIS ARE PROVIDED ON AN "AS IS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SCRIBD, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SCRIBD OR THROUGH THE SCRIBD PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

UNDER NO CIRCUMSTANCES WILL SCRIBD BE LIABLE TO YOU FOR ANY PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST BUSINESS, REVENUE, OR ANTICIPATED PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT SCRIBD WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SCRIBD’S LIABILITY EXCEED THE FEES PAYABLE BY YOU TO SCRIBD UNDER THESE API TERMS DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO THE CLAIM.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IS SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE API TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.

YOU EXPRESSLY ACKNOWLEGE THAT AS USED IN THIS SECTION 16, THE TERM SCRIBD INCLUDES SCRIBD'S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS.

16. Notice

Scribd may provide you with notices, including those regarding changes to Scribd's terms and conditions, by email, regular mail or postings on the Scribd Platform. Notice will be deemed given twenty-four hours after email is sent, unless Scribd is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Scribd Platform is deemed given 30 days following the initial posting.

17. Waiver

The failure of Scribd to exercise or enforce any right or provision of these API Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these API Terms will be effective only if in writing and signed by Scribd.

18. Governing law; Jurisdiction

These API Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. The parties agree that the federal and state courts residing in San Francisco County, California will have exclusive jurisdiction over these API Terms.

Dispute Resolution

If a dispute arises between you and Scribd, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and Scribd agree that we will resolve any claim or controversy at law or equity that arises out of these API Terms or our services (a "Claim") in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution. Scribd will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

a) Choice of Law; Forum.These API Terms shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions. You agree that any claim or dispute You may have against Scribd must be resolved by a court located in Santa Clara County, California, except as otherwise agreed by the parties or as described in the “Arbitration Option” paragraph below. You agree to submit to the personal jurisdiction of the courts located within Santa Clara County, California for the purpose of litigating all such claims or disputes.

b) Arbitration Option. For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution provider mutually agreed upon by the parties. The alternative dispute resolution provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

c) Improperly Filed Claims. All claims you bring against Scribd must be resolved in accordance with this Section 20 (Dispute Resolution). All claims filed or brought contrary to this Section 20 (Dispute Resolution) shall be considered improperly filed. Should you file a claim contrary to this Section 20 (Dispute Resolution), Scribd may recover attorneys' fees and costs up to $1000, provided that Scribd has notified You in writing of the improperly filed claim, and You have failed to promptly withdraw the claim.

Severability

If any provision of these API Terms is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these API Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

19. Assignment

These API Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Scribd without restriction. Any assignment attempted to be made in violation of this Terms of Use shall be void.

20. Survival

Upon termination of these API Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 2, 4, 5, 6, 8, 11, 14, and 15-26 .

21. Headings

The heading references herein are for convenience purposes only, do not constitute a part of these API Terms, and will not be deemed to limit or affect any of the provisions hereof.

22. Entire Agreement; Construction

These API Terms are the entire agreement between you and Scribd relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to these API Terms made by Scribd as set forth in the Scribd Terms of Use. Any construction or interpretation to be made of these API Terms shall not be construed against the drafter.

23. No Agency

The Parties are independent contractors with respect to each other. The Terms do not constitute and may not be construed as constituting a partnership or joint venture among the Parties hereto, or an employee-employer relationship.

24. Contact Information

If you would like to contact us regarding the Scribd APIs or these API Terms, please email us at: developers@scribd.com. Alternatively, you may send us communications in writing at Scribd, Inc., 333 Bush Street, Suite 2400, San Francisco, CA 94104.